SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
LITIGATION RELEASE NO. 14835 / March 5, 1996
SECURITIES AND EXCHANGE COMMISSION v. TRANS-AMERICAN OSTRICH
TRADERS, INC., LARRY R. EARP, and DAVID P. SILVER, Civil Action
No. 96-1559 RMT (MCx)(C.D.Cal. March 5, 1996).
The Securities and Exchange Commission ("Commission")
announced the filing today of a Complaint in the United States
District Court for the Central District of California seeking
permanent injunctions, disgorgement, prejudgment interest
thereon, and civil money penalties against Trans-American Ostrich
Traders, Inc. ("Trans-American"), Larry R. Earp ("Earp"), and
David P. Silver ("Silver") for violations of the federal
securities laws in connection with the offer and sale to the
public of securities in a series of partnerships purportedly
organized for the purpose of acquiring, raising, and breeding
ostriches ("Ostrich Partnerships"). Securities in 17 such
Ostrich Partnerships were offered and sold. The Commission
alleges that the 17 partnership offerings constituted a single
public offering. The Commission also is seeking an order barring
Earp and Silver from acting as officers or directors of any
public company. Trans-American is located in Thousand Palms,
California. Earp and Silver are California residents.
Specifically, in its Complaint, the Commission alleges that
the defendants violated Sections 5(a) and 5(c) of the Securities
Act of 1933 ("Securities Act") by offering and selling to the
public unregistered securities in the Ostrich Partnerships. The
Complaint also alleges that the defendants each violated Section
17(a) of the Securities Act and Section 10(b) of the Securities
Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder,
by making untrue statements of material facts and by omitting to
state material facts in connection with the offer and sale of the
Ostrich Partnership securities. In addition, the Complaint
alleges that defendants Earp and Silver violated Section 15(a) of
the Exchange Act by acting as brokers in connection with the sale
of the Ostrich Partnership securities without being registered
with the Commission as brokers.
The Commission alleges in its Complaint that, beginning in
November 1993 and continuing into December 1994, the defendants
offered and sold to the public investments designated as
partnership units ("units") in the 17 Ostrich Partnerships. The
units, which were priced by Trans-American at between $7,500 and
$20,000 each, were not registered as securities with the
Commission. Defendants raised at least $7.45 million through the
sale the of Ostrich Partnership units to approximately 350
investors in at least 40 states.
According to the Complaint, the defendants, directly or
indirectly, solicited prospective investors to purchase the
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Ostrich Partnership securities. The Commission further alleges
that these solicitations were carried out through telephone calls
and mailings to prospective investors located throughout the
United States. Up to 50% of the proceeds from investments in the
Ostrich Partnership units were spent on sales and marketing
related expenses.
The Commission also alleges that the defendants made
material misrepresentations and omissions in the offer and sale
of at least some of the Ostrich Partnership securities. For
example, a promotional brochure sent to potential investors in
some of the Ostrich Partnerships falsely depicts total returns on
investments in the Ostrich Partnerships, rising from as high as
45% in two years, 1,147% in five years, 5,003% in eight years,
and up to 9,355% in ten years. The Commission alleges that there
is no reasonable basis for claiming that an investment in the
Ostrich Partnerships would produce such returns. The Complaint
also alleges that the defendants made misleading statements
concerning the amount of the investors' money that would be used
to purchase ostriches and for working capital. For example,
investors were not informed that Silver, with Earp's knowledge,
demanded and received kickbacks from a third party supplier in
connection with the business of Trans-American and certain of the
Ostrich Partnerships.
The Commission acknowledges the assistance of the California
Department of Corporations in this matter.